The Board of Directors takes pleasure in presenting its Report on the performance of
Bharat Petroleum Corporation Limited (BPCL) for the year ended 31st March,
2019.

PERFORMANCE OVERVIEW

Group Performance

During 2018-19, the aggregate refinery throughput of BPCL's Refineries at Mumbai and
Kochi, along with its Subsidiary Company Numaligarh Refinery Limited (NRL) and considering
50% throughput of Joint Venture Company (JVC), Bharat Oman Refineries Limited (BORL) was
36.76 Million Metric Tonnes (MMT) as compared to 34.72 MMT during 2017-18. The BPCL Group
ended the year with Market Sales of 43.30 MMT as compared to 41.38 MMT during 2017-18.
During the year, the BPCL Group exported 1.99 MMT of petroleum product as against 2.02 MMT
during 2017-18.

During this Financial Year, the Group achieved Gross Revenue from Operations of Rs.
3,40,879.15 crores as compared to Rs. 2,79,437.99 crores in 2017-18. The Net Profit
attributable to BPCL stood at Rs. 7,802.30 crores in 2018-19 as against Rs. 9,008.63
crores in the previous year. The Group has recorded Earnings per Share of Rs. 39.67 in the
current year as against Rs. 45.80 in 2017-18 after setting off the minority interest.

CONSOLIDATED GROUP RESULTS

2018-19

2017-18

Physical Performance

Refinery Throughput (MMT)

36.76

34.72

Market Sales (MMT)

43.30

41.38

Financial Performance

Rs. in Crores

Gross Revenue from Operations

3,40,879.15

2,79,437.99

Profit before Depreciation, Finance Costs and Tax

17,149.77

16,955.38

Finance Cost

1,763.95

1,185.74

Depreciation & amortization expense

3,417.77

2,885.00

Share of profit of equity accounted investee (net of income tax)

937.32

1,288.88

Profit before Tax

12,905.37

14,173.52

Provision for Taxation - Current Tax

3,109.18

3,234.82

Provision for Taxation - Deferred Tax

1,367.53

1,452.24

Short / (Excess) provision for Taxation for earlier years

(99.19)

(305.45)

Net Profit for the year

8,527.85

9,791.91

Minority Interest

725.55

783.28

Net Profit attributable to BPCL

7,802.30

9,008.63

Other Comprehensive Income attributable to BPCL

(1,173.05)

455.35

Total Comprehensive Income attributable to BPCL

6,629.25

9,463.98

Group Earnings per share attributable to BPCL (Rs.)

39.67

45.80

Company Performance

During the year 2018-19, the refinery throughput at BPCL's Refineries at Mumbai and
Kochi was 31.01 MMT as against 28.54 MMT achieved in 2017-18. The Market sales of the
Corporation grew by 4.51% to 43.07 MMT in 2018-19 from 41.21 MMT in 2017-18.

COMPANY STANDALONE RESULTS

2018-19

2017-18

Physical Performance

Refinery Throughput (MMT)

31.01

28.54

Market Sales (MMT)

43.07

41.21

Financial Performance

Rs. in Crores

Gross Revenue from Operations

3,37,622.53

2,77,270.54

Profit before Depreciation, Finance Costs and Tax

14,947.86

14,772.22

Finance Cost

1,318.96

833.25

Depreciation & amortization expense

3,189.28

2,653.00

Profit before tax

10,439.62

11,285.97

Provision for Taxation - Current Tax

2,079.00

2,141.08

Provision for Taxation - Deferred Tax

1,316.48

1,434.58

Short/(Excess) provision for taxation of earlier years

(87.88)

(265.99)

Net Profit for the year (A)

7,132.02

7,976.30

Other Comprehensive Income (OCI)

(201.60)

9.14

Total Comprehensive Income for the year

6,930.42

7,985.44

Opening Balance of Retained Earnings (B)

5,027.35

3,074.56

Amount available for disposal (A+B)

12,159.37

11,050.86

The Directors propose to appropriate this amount as under:

Towards Dividend:

Final Dividend of previous year

1,518.48

144.62

Corporate Dividend Tax on Final dividend of previous year

287.98

-

Interim Dividend

2,386.18

3,036.95

Corporate Dividend Tax on interim dividend

359.97

420.49

For transfer to Debenture Redemption Reserve

295.91

297.74

For transfer to General Reserve

2,500.00

2400.50

Income from BPCL Trust for Investment in Shares

(364.27)

(296.81)

Re-measurements of Defined Benefit Plans (Net of tax)

138.02

(24.39)

Effect of merger of Petronet CCK Ltd

44.41

For transfer to Deferred Income on account of implementation of Ind AS 115

39.79

Closing Balance of Retained Earnings

4,997.31

5,027.35

Summarized Cash Flow Statement :

Cash Flows:

Inflow/(Outflow) from Operating Activities

7,644.85

9,009.25

Inflow/(Outflow) from Investing Activities

(7,536.58)

(4,740.88)

Inflow/(Outflow) from Financing Activities

(87.49)

(4,422.92)

Net increase/(decrease) in cash & cash equivalents

20.78

(154.55)

BPCL's Gross Revenue from operations for 2018-19 stood at Rs. 3,37,622.53 crores
reflecting an increase of 21.77% over the previous year's revenues of Rs. 2,77,270.54
crores. The profit before tax for the year was Rs. 10,439.62 crores as compared to Rs.
11,285.97 crores in 2017-18. After providing for Tax, (including deferred tax) of Rs.
3,307.60 crores, as against Rs. 3,309.67 crores during the last year, the Profit after Tax
for the year stood at Rs. 7,132.02 crores as against Rs. 7,976.30 crores in 2017-18.
Internal Generation during the year was lower at Rs. 7,449.44 crores as against Rs.
8,758.63 crores in 2017-18, mainly due to lower Profit after Tax.

The Earnings per Share amounted to Rs. 36.26 in 2018-19 as compared to Rs. 40.55 in
2017-18. The Earnings per Share is after adjustment of Bonus Shares issued during 2017-18
and BpCl Trust for Investment in Shares.

Ministry of Corporate Affairs (MCA) order dated 21.05.2018 approving the merger of
Petronet CCK Limited (PCCKL) with BPCL was received on 31st May, 2018. PCCKL
and BPCL have filed the MCA order with the Registrar of Companies at Kochi and Mumbai on 1st
June, 2018 and PCCKL stands merged with BPCL w.e.f. 1st June, 2018. The
appointed date of merger is 1st April, 2017. Accordingly, the financial
statements for the period 2017-18 have been restated including the PCCKL operations.

As per Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the top five hundred listed
entities shall formulate a Dividend Distribution policy. Accordingly, a Dividend
Distribution policy has been adopted, to set out the parameters and circumstances that
will be taken into account by the Board in determining the distribution of Dividend to its
shareholders and/or retaining the profit into the business. The policy is enclosed as
Annexure J to the Board Report and is available on the Corporation's website at
http://www.bharatpetroleum.com/images/ files/DDP%20Final%20File.pdf

BPCL's contribution to the exchequer by way of Taxes, Duties and Dividend during
2018-19 amounted to Rs. 95,035.24 crores as against Rs. 89,725.13 crores in the previous
Financial Year.

As on 31st March 2019, BPCL's Total Equity stands at Rs. 36,737.68 crores,
as against the previous year's figure of Rs. 34,131.49 crores.

Dividend

The Board of Directors has recommended a Final Dividend of Rs. 8 per equity share (i.e.
@ 80% of the paid up share capital) for the year on the paid-up share capital of Rs.
2,169.25 crores, which amounts to Rs. 2,092.12 crores inclusive of Rs. 356.72 crores for
Dividend Distribution Tax. In addition, Interim Dividend of Rs. 11 per equity share (i.e.
@ 110% of the paid up share capital) totaling to Rs. 2,746.15 crores, inclusive of Rs.
359.97 crores for Dividend Distribution Tax was declared and distributed during the year.

Transfer to Reserves

It is proposed to transfer Rs. 2,500 crores to the General Reserve and Rs. 295.91
crores to the Debenture Redemption Reserve out of the amount available in Retained
Earnings and transfer Rs. 243.92 crores from Debenture Redemption Reserve to General
Reserve.

Divestment of Shares

During the year, the Government of India disinvested 2,19,99,057 equity shares in
favour of Bharat 22 ETF (an exchange traded fund comprising of PSU stocks). Consequently,
the holding of the President of India in the equity share capital was reduced to 53.29% as
at 31st March, 2019 from 54.31%.

Borrowings

Borrowings from banks increased to Rs. 11,952.11 crores as at 31st March,
2019 from Rs. 11,364.43 crores as at 31st March, 2018. Loans from Oil Industry
Development Board stand at Rs. 1,358.50 crores as at 31st March, 2019 as
compared to Rs. 1,357.94 crores at the end of the previous year. Debentures worth Rs. 1000
crores were issued during the year 2018-19. The total Debentures outstanding as at 31st
March, 2019 was Rs. 2,299.32 crores as compared to Rs. 1,299.52 crores at the end of the
previous year. 4.625% US Dollar International bonds issued during 2012-13 of USD 500
Million (equivalent to Rs. 3,447.27 crores) remained outstanding as on 31st March
2019. 3% Swiss Franc International Bonds issued during 2013-14 of CHF 200 Million
(equivalent to Rs. 1,390.54 crores) remained outstanding as on 31st March 2019.
4% US Dollar International bonds issued during 2015-16 of USD 500 Million (equivalent to
Rs. 3,436.12 crores) remained outstanding as on 31st March 2019. 4.375% US
Dollar International bonds issued during 2018-19 of USD 500 Million (equivalent to Rs.
3,448.98 crores) remained outstanding as on 31st March 2019. Loans through
Triparty Repo Settlement System (TREPS)/ Collateralised Borrowing and Lending Obligations
(CBLO) of Clearing Corporation of India Limited stand at Rs. 1,000.00 crores as at 31st
March, 2019 as compared to Rs. 1,500.00 crores at the end of the previous year. Commercial
Paper outstanding as at 31st March 2019, amounts to Rs. 737.19 crores as
compared to Nil at the end of the previous year.

The Corporation has received an interest free loan from the Government of Kerala
amounting to Rs. 100 crores as an incentive under interest free loan assistance scheme.

Deposits from Public

The Corporation has not accepted any deposit from the public during the year. The
amount of deposits, matured but unclaimed, at the end of the year were Nil. The unclaimed
amount is being transferred to the Investor Education and Protection Fund after the
respective due dates.

Capital Expenditure

Capital Expenditure, including investments in JVCs, Bharat Gas Resources Limited (BGRL)
and exploration through a Subsidiary company during the year 2018-19 amounted to Rs.
10,992.80 crores (Budget estimate of Rs. 7,400.00 crores), as compared to Rs. 8,997.76
crores during the year 2017-18.

C&AG Audit on Financial Statements

The Comptroller and Auditor General of India's (C&AG) comment upon or supplement to
the Statutory Auditors' Report on the Accounts for the year ended 31st March
2019 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March, 2019, there are seven
pending published paras related to the C&AG audit. These relate to extension of credit
facility to a defaulter company, implementation of PAHAL (DBTL) Scheme for LPG,
Unwarranted collection of delivery charges from RGGLV consumers on sale of cylinders on
cash and carry basis, payment of stagnation relief to employees, payment towards
encashment of employee leave together with employer's share of EPF contribution, payment
of shift allowance to executives and payment to employees on the occasion of completion of
40 years by the Company and 50 years by Kochi Refinery

in contravention of DPE Guidelines. The audit objections have been suitably replied to
and the same are under their review.

Based on C&AG observations, shift Allowance scheme has been kept in abeyance from
December, 2018 and company has taken up with MoPNG that this payment should be out of
perks & allowances. Similarly on Long Service Award, the Company has taken up with
MoPNG stating that this is not an unauthorized payment and may be permitted. The matters
are under review.

REFINERIES

During the year 2018-19, the operational performance of the refineries has shown an
increasing growth profile over the past year. The refinery throughput at BPCL's Refineries
at Mumbai and Kochi was 31.01 MMT as against 28.54 MMT achieved in the previous year. BPCL
achieved a Gross Refining Margin (GRM) for the year 2018-19 at USD 4.58 per barrel (Rs.
7,319 crores), as compared to USD 6.85 per barrel (Rs. 9,356 crores) realized in 2017-18.
On the historic day of 27th January 2019, Bharat Petroleum's Integrated
Refinery Expansion Complex at Kochi Refinery was dedicated to the nation by Hon'ble Prime
Minister of India, Shri Narendra Modi in the most distinguished presence of the Governor
of Kerala, Justice P. Sathasivam, Hon'ble Chief Minister of Kerala, Shri Pinarayi Vijayan
and Union Minister for Petroleum and Natural Gas and Minister for Skill Development and
Entrepreneurship, Shri Dharmendra Pradhan. The foundation stone of Bharat Petroleum's
Petrochemical Complex at Kochi Refinery and the Skill Development Institute at Ettumanoor
were also laid on this historic day. Post this mega-expansion, Kochi Refinery is now the
largest public sector refinery with an installed refining capacity of 15.5 Million Metric
Tonnes Per Annum (MMTPA).

Operating Performance of Refineries

Parameters

Mumbai Refinery (MR)

Kochi Refinery (KR)

2018-19

2017-18

2018-19

2017-18

Crude Processed (MMT)*

14.77

14.05

16.05

14.10

Total Throughput (MMT)*

14.78

14.29

16.23

14.25

Capacity Utilisation (%)

123.08

119.08

103.54

114.91

GRM (USD/bbl) **

4.92

7.26

4.27

6.44

GRM (in Rs. Crores)

3,816

5,023

3,503

4,333

*highest ever for both the refineries

**the decrease in GRM over the previous year is mainly due to decrease in cracks of
Motor Spirit and Naphtha

Products

MR

KR

Distillate Yield (%)

82.5

82.5

Transportation (vol % on crude oil processing)

72.5

76.1

Motor Spirit (TMT)*

2,712

2,666

HSD (TMT)*

6,589

7,849

*highest ever for both the refineries

MARKETING

During the year 2018-19, BPCL's market sales volume was 43.07 MMT as compared to 41.21
MMT in the previous year, registering a growth of 4.51%. BPCL's market share amongst the
public sector oil companies was 23.83% as at 31st March 2019, as compared to
23.75% at the end of the previous year, an increase of 0.08%.

A detailed performance report of the Marketing function is given in the Management
Discussion & Analysis Report (MD&A).

PIPELINES

The BPCL Group owns a network of 2241 KMs of multiproduct pipelines with design
capacity of 17.84 MMTPA. In FY 2018-19, Pipelines achieved a throughput of 15.34 MMT of
petroleum products (2.47 % increase over previous year). Petroleum product movements
through pipelines was 6108 MMTKM in the year 2018-19, which is about 7% higher than
previous year.

Petrol and Diesel continue to be the major products that the pipelines transport. In
addition, the transportation of Superior Kerosene Oil (SKO), Aviation Turbine Fuel (ATF),
Liquefied Petroleum Gas (LPG) and other products to key locations through the pipeline
network has resulted in reduction in carbon footprint during the year.

Post approval from Ministry of Corporate Affairs, the merger of Petronet CCK Limited
(PCCKL) with BPCL was effected from 1st June, 2018. BPCL continued
uninterrupted product supplies in Kerala through CCK pipelines even during the Kerala
floods.

BPCL has also firmed up pipeline expansion plans with a vision to double its
Pipelines Network by the year 2024-25. BPCL is a JV partner with IOCL and HPCL
in laying the world's longest LPG pipeline from Kandla to Gorakhpur. The Kandla-Gorakhpur
LPG Pipeline project envisages laying a pipeline of length 2757 km with a capacity of 8.25
MMTPA. The foundation stone for this pipeline was laid at Gorakhpur by Hon'ble Prime
Minister on 24th February 2019.

MAJOR PROJECTS

Ennore Coastal Terminal Project

The project envisaged construction of a Petroleum Oil and Lubricants (POL) terminal at
Ennore with tankage of 109 TKL, receipt facility through tanker and 16 bay gantry.

The approved cost of the project was Rs. 393.00 crores and the project was completed as
per schedule in April 2018.

Heat Traced Pipeline in Kochi Refinery

The project envisaged laying of a Heat Traced pipeline and associated facilities in
Kochi Refinery for transporting High Pour products. The approved cost of the project was
Rs. 337.06 crores and the project was completed as per schedule in August 2018.

Heat Traced Pipeline in Mumbai Refinery

The project envisaged laying of a Heat Traced pipeline and associated facilities in
Mumbai Refinery for transporting High Pour products. The approved cost of the project was
Rs. 193.49 crores.

The project was scheduled for mechanical completion in January 2019, but it was
completed in November 2018 ahead of schedule.

The project has achieved a physical progress of 88.70% as on 31.03.2019. The project is
scheduled for mechanical completion by December 2019.

Propylene Derivative Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals utilizing Polymer Grade
Propylene produced from the Petro FCCU being set up as part of IREP. The PDPP project
envisages production of Acrylic Acid, Oxo Alcohols and Acrylates, utilizing approximately
250,000 MT per annum of Polymer Grade Propylene. The approved cost of the project is Rs.
5245.96 crores.

The project has achieved an overall physical progress of 92.10% as on 31.03.2019 with
scheduled mechanical completion in August 2019.

BS-VI Motor Spirit Block Project (MSBP) at Kochi Refinery

The project envisages putting up facilities for the production of 100% BS VI grade MS
from Kochi Refinery to meet the Auto Fuel Vision and Policy 2025 requirements. The
approved project cost is Rs. 3288.96 crores.

The physical progress is 56.10% as on 31.03.2019. The project will be completed in two
phases. Facilities for production of BS VI MS shall be completed to supply BS VI MS by
February 2020 and balance facilities for maximization of Naphtha to MS will be
mechanically completed by June 2020 as per schedule.

Production of Polyols, Propylene Glycol, and Mono Ethylene Glycol at Kochi Refinery

The project envisages production of propylene based niche petrochemicals with high
growth rate and demand such as Polyols, Propylene Glycol and Mono Ethylene Glycol
utilizing propylene and ethylene feed stock from Kochi Refinery. The preliminary cost
estimate for the project is approx. Rs. 11,130.00 crores.

The licensors for various units have been finalised and the Project Management
Consultant award is in process. The firmed up cost and time schedule will be finalised
after detailed design and engineering.

2G Ethanol Bio-refinery at Bargarh (Odisha)

The project envisages setting up a Second Generation (2G) Bio-refinery to produce 100
KLPD Ethanol using 400 MTPD lignocellulosic Biomass as feedstock (rice straw / maize
stalk) using indigenous technology. The 2G Ethanol produced will be used for blending in
MS. The project has achieved overall physical progress of 12.86% as on 31.03.2019.

LPG Import Facility at Haldia

The project envisages construction of two 15 TMT refrigerated storage tanks for Propane
& Butane, facilities for ocean tanker unloading, Propane and Butane heating, Ethyl
Mercaptan dosing and bulk dispatches. This also entails laying of a twin pipeline (one for
Propane and the other for Butane) from the jetty to the terminal.

The approved cost of the project is Rs. 1097.54 crores. All facilities inside the
terminal have been mechanically completed in December 2018 as per schedule and the
pipeline from Jetty to the terminal is expected to be completed by November, 2019.

POL Terminal with Railway Siding at Pune

The project envisages construction of a new rail fed POL terminal at Pune with
approximately 45 TKL storage tanks, 12 bay tank lorry gantry, full rake single spur
railway siding and associated firefighting facilities. The approved cost of the project is
Rs. 282.64 crores.

The project has achieved overall physical progress of 46.00% as on 31.03.2019. The
project is scheduled for mechanical completion in August 2020.

Coastal Terminal with Railway Siding at Krishnapatnam

The project envisages setting up of a coastal terminal and railway siding at
Krishnapatnam port. The approved cost of the project is Rs. 580.20 crores.

The project has achieved overall physical progress of 10.00% as on 31.03.2019. The
project is expected to be completed in 36 months from the effective date as per the
agreement with M/s Krishnapatnam Port Co. Ltd.

Resitement of Raichur Depot to Gulbarga

The old Raichur Depot is proposed to be resited to Gulbarga on revised safety
considerations, and it will meet the market demand from a new location on Karnataka
Industrial Area Development Board land of 56.2 acres near Nandur railway head in
Karnataka. The approved cost of the project is Rs. 206.26 crores.

The project has achieved overall physical progress of 5.00% as on 31.03.2019. The
project is scheduled for mechanical completion on 31.12.2020.

Mumbai Manmad Pipeline Re-routing

The project envisages laying of a 50 Km long 18 Dia pipeline for rerouting of the
Mumbai Manmad Pipeline section, construction of 3 Sectionalising Valve stations (SV
stations) and associated facilities. The approved cost of the project is Rs. 449.58
crores.

The project has achieved overall physical progress of 69.12% as on 31.03.2019. The
project is scheduled for completion in December 2019.

The project envisages laying of approx. 355 Km multiproduct pipeline for a throughput
of 3.5 MMTPA from Bina Dispatch Terminal to POL Terminal at Panki, Kanpur for transporting
MS/HSD (High Speed Diesel) & SKO, augmentation of tankage at Panki Terminal, Kanpur
along with the railway loading siding. The approved cost of the project is Rs. 1524.06
crores.

The project has achieved overall physical progress of 4.00% as on 31.03.2019. The
project is scheduled for completion in December 2021 i.e. 36 months from Petroleum and
Natural Gas Regulatory Board authorization.

The project has achieved overall physical progress of 5.20% as on 31.03.2019. The
project is on hold from December 2014 due to non-availability of clearance for RoU in the
Tamil Nadu portion. The revised cost and time schedule will be prepared after RoU
clearance in Tamil Nadu.

RESEARCH & DEVELOPMENT (R&D)

R&D plays a pivotal role in expanding the knowledge base, creating new
technologies, niche products and future capabilities. The R&D centers of BPCL are
involved in developing cutting edge technologies, innovative products/processes and
cleaner fuels to increase the Company's profitability and reduce the environmental
footprint.

In view of the said objective, CRDC actively deals in the areas of catalyst
development, biofuels, process modeling & simulation, reactor technology development,
crude oil characterization and compatibility, residue upgradation, petrochemicals, niche
products & additive development and waste utilization. The key objective of this
center is to provide support to all business units through advanced technical services,
develop innovative products and processes in niche areas and improve processes through
technological innovation.

On the other hand, P&AD comprises R&D, Technical Services, Quality Assurance
and the MAK Centre of Excellence. The research activities being conducted in P&AD
setup provide a competitive advantage to business operations through continuous innovation
in the area of lubricants, new product development, providing value- added services to
customers, imparting technical training and testing of fuels and lubricants. R&D has
contributed significantly to the business volume and profitability through the development
of new grades and alternate formulations. This has helped to increase BPCL's product
portfolio and reduce input cost.

The MAK Centre of Excellence provides functional training by classroom, field level and
online modes. Such training enables the Lubes management staff and channel partners to
perform effectively in the field and enhance business development.

In a continued endeavour to ensure quality products reach our end customers, Quality
Assurance (QA) capabilities have been enhanced by commissioning a new laboratory at
Navegaon, Ahmedabad and introducing five additional state-of-the-art mobile laboratories
for testing of lubricants at customer premises.

The benefits derived during FY 2018-19 due to research activities have been summarized
in Annexure A.

NON-CONVENTIONAL ENERGY

To mitigate the climate change threats arising out of use of conventional power and
also to meet the nation's target of developing 175 GW power from renewable energy sources
by 2022, BPCL has now completed construction of 9 out of the planned 10 rooftop and ground
mounted captive solar plants in 5 installations / depots and 5 LPG plants. The total
capacity of these completed plants is 3.87 MW. BPCL is also developing hybrid solar plants
in 18 Company owned large format retail outlets across India. Projects are in tendering
process. These plants are being developed as pilot projects, where rooftop solar plants
with battery storage will be incorporated.

Rooftop solar units were also installed in 96 retail outlets in FY 2018-19, taking the
number of total solarized retail outlets to 1313.

INDUSTRIAL RELATIONS

The Industrial Relations climate remained harmonious and peaceful across the
Corporation. There were no cases of any industrial unrest. Management and Unions continued
to discuss and deliberate on various topics pertaining to health and safety, work-related
practices, business process improvement, etc. through regular structured meetings so as to
enhance productivity and foster well-being.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Contribution towards the society and working for the welfare of the underprivileged is
ingrained within the corporate values of BPCL. Even before the CSR mandate came into
effect, BPCL has contributed significantly to the development of communities nationwide.
BPCL has consistently contributed towards the goal of achieving Sustainable Development
and made significant progress in the core thrust areas of Education, Skill Development,
Water Conservation, Community Development and Health & Hygiene.

The Corporation partners with several capable and credible organisations, thereby
supporting projects that benefit the underprivileged and marginalised sections of society.
CSR initiatives are undertaken based on social, environmental and economic considerations.
While the Company continues to undertake new initiatives, BPCL has exited from those
projects that have been completed successfully.

Skill Development

To strengthen the Skill India' initiatives of the Government of India, BPCL is
continuing its support for the promotion of higher education and employability skills
towards Skill Development Institutes (SDIs) at Visakhapatnam, Bhubaneswar, Ahmedabad,
Guwahati & Raebareli. BPCL has taken lead in setting up a state-of-the-art SDI in
Kochi and has trained 312 persons from lower socio-economic background. SDI Kochi is
presently extending courses aligned to the National Skills Qualification Framework (NSQF)
of the Central Government with affiliation to respective Sector Skill Councils and
National Skill Development Corporation (NSDC). With an excellent placement record, SDI is
presently training its fifth batch of students.

Bharat Petroleum's Skill Development initiatives under CSR found a great resonance all
over the State of Kerala during the visit of Shri Narendra Modi, Hon'ble Prime Minister of
India, to Kochi Refinery on 27th January 2019. During the occasion, he laid the
foundation stone of the proposed second campus of the SDI to be established by BPCL along
with other oil companies. This is to be set up on 8 acres of Government of Kerala leased
land at ITI Campus, Ettumanoor. It is planned to train 1000 students every year in 20
different trades.

Skill development initiatives of CSR focus on placement/ employment-linked skilling of
women, unemployed youth and the disabled.

Several employment based skill development programs for the underprivileged in many
aspirational districts have also been undertaken and supported.

Education

There is no denying that education is one of the most fundamental enablers for
realizing India's demographic advantage. Lack of access to quality education is a huge
obstacle to development of an equitable society and a sustainable economy. BPCL's flagship
education projects have been replicated and scaled up at various locations in India. The
Computer Assisted Learning (CAL) project is one such project promoting education through
digital literacy for students till the 10th standard in low income schools of
Uran, Lucknow, Mumbai and Jaipur. Project CAL has been replicated in 47 centres located in
Municipal Corporation of Greater Mumbai (MCGM) school buildings & 20 schools in
Washala, a tribal village in Thane district. The intervention focuses on improving
children's learning levels in Mathematics and Language through the use of computers. More
than 1 lakh children have been benefitted under this initiative since its inception.

Impacting the lives of children through supporting their educational pursuits has been
the aim of our projects. 50 Shiksha Kendras were supported in most rural parts of
Rajasthan to reduce the dropout rates and increase the learning levels of children.

One of BPCL's flagship projects for teacher & school leader training,
Saksham has completed its sixth batch successfully. This set of primary/upper
primary teachers and headmasters from 69 low income/Government schools of Mumbai were
taken through a series of sessions on various topics, both pedagogical and management
related. This project encourages teachers to use new techniques for teaching, classroom
management as well as developing new teaching materials according to the differential
needs of the class. This year, 162 primary/ upper primary teachers and school leaders were
trained throughout the year.

A structured component of employee volunteering programme - Once upon a time' is
also an intrinsic part of the project where BPCL employees get a chance to recite moral
based stories on saturdays to children from low income schools of Mumbai.

Water conservation

Water is at the core of sustainable development and is critical for socio-economic
development, energy and food production, healthy ecosystems and for human survival itself.
The importance of water has risen from micro to macro issues; therefore, BPCL's Project
BOOND, a water conservation project, through rainwater harvesting aims at
transforming villages from water scarce to water positive. Through various projects, BPCL
has engaged the communities in the various activities involved, be it through formation of
village level associations, children's clubs, micro-finance groups or farmer federations,
thereby working towards ensuring sustainability. BPCL has successfully reached out, both
directly and indirectly to the communities in the villages through the desilting of tanks,
supply channels and link channels in the chain, strengthening of bunds, check-dams,
village ponds, repair /reconstruction of structures for water regulation, setting up roof
rainwater harvesting, thereby increasing the availability of water. This project, which is
ongoing in the states of Tamil Nadu and Karnataka, has reached out to 42 villages in the
year. This has increased agricultural yield and horticulture produce, contributing towards
reduced migration.

Community Development

The Company's Community Development initiatives seek to empower individuals, groups of
people and families with the amenities they need to effect change within their
communities. The projects are based on extensive need assessment and focus on providing
sustainable solutions that engage the community that is benefited. BPCL has supported a
mega project of integrated development of communities in district Gadchiroli situated in
the south-eastern corner of Maharashtra, which includes interventions on water harvesting,
safe drinking water sustainable livelihood program, establishment of libraries, central
kitchen etc.

Health & Hygiene

The Corporation has reached out to larger sections of marginalized societies through
innovative, value- driven and well-designed projects, that brought out consciousness
towards health being the most important factor in overall development of the communities.
The Company has continued sustained efforts in improving access to quality primary
healthcare services including projects that reach out to the cancer affected, provide free
surgeries and also strengthen the existing healthcare infrastructure across the country.

One of the major projects undertaken in the most difficult terrains of Aspirational
Districts is for development of affordable cancer care for the population in Darrang,
Assam. The project will ensure health promotion, cancer awareness, cancer prevention,
early detection, screening and high quality treatment with palliative care.

With an objective of reducing the burden of avoidable disability in rural communities,
BPCL has supported the world's first hospital on a train, by providing over 16,500
patients with both, surgical and non-surgical medical aid in addition to training
healthcare providers. Alongside the targeted healthcare interventions, projects have been
undertaken for providing clean drinking water to communities and nutrition to
underprivileged children.

One of the iconic projects, for which support has been initiated is for the effective
prevention and control of Acute Encephalitis Syndrome (AES) in Gorakhpur region, Uttar
Pradesh. Due to huge unmet needs related to primary healthcare in Gorakhpur region,
children affected with AES do not receive primary treatment in time. By the time the cases
are referred to hospitals, it is often too late. Therefore, the project has been
established to tackle the issue in Gorakhpur region.

The Corporation enthusiastically participated in Swachh Bharat Abhiyan', the
flagship movement of the Government of India. BPCL has been relentlessly working towards
making Bharat Swachh'. The Corporation aims and contributes in creating an
Open Defecation Free' country through the construction and renovation of more than
3,500 toilets in schools and communities till date.

In an effort to make our cities cleaner and greener, one of the prodigious efforts of
BPCL was a Solid Waste Management project involving collecting, segregating/ processing
and recycling waste in 33 micro-composting centres. BPCL's support has continued to the
Swachh Iconic Place project in Kalady, the birth place of Shri Adi Sankaracharya.

Some of the new and innovative initiatives undertaken by the Mumbai Refinery CSR team
targeted to energise all surrounding stakeholders were the introduction of a 24x7
Emergency Mobile Ambulance, a Mobile Medical Dispensary, a dedicated allopathy clinic,
free cancer screening & medical camps under Project Swasthya', a dedicated
Student Scholarship Scheme - BPCL Ratna' for economically backward and SC/ST
students, a unique Women's Empowerment initiative through Selfhelp groups, project for
manufacturing Sanitary Napkins, a Vocational Training (MCVC) program - Project
Kaushalya' and a placement linked skill training for 100 youth, to name a few.

BPCL-Kochi Refinery has undertaken various community development activities in its
surroundings for the last four decades. Roshni' Learning Enhancement Project for the
children of interstate labourers was one of the major educational projects of the year
2018-19. Around 750 children were benefited from this project, which aims to bring
students into the mainstream of society by acquiring proficiency in Malayalam and English,
by taking extra morning classes by language experts using the Code-Switching strategy.
Similarly, several projects are completed for providing nutrition, improved facilities and
quality education in Government schools including those for tribal children, e.g.
Ekalvidyalayas.

BPCL, through its Kochi Refinery, extended tremendous support to the Kerala
flood-affected victims in Thrissur, Ernakulam, Pathanamthitta, Kottayam and Alleppey. BPCL
employees volunteered towards relief work and the cleaning of houses which were affected
by the flood. BPCL also conducted multi-specialty medical camps in locations which were
badly hit by the flood.

The refinery also contributes to the care of poor cancer patients by construction of a
Rehabilitation and Palliative Care Center of Cancer Foundation near our Shore Tank Farm at
Puthuvypeen. Trauma Care is another area of focus and dedicated Trauma Care Units are
being constructed at Ernakulam General Hospital and Koothuparambu Taluk Hospital in Kannur
District.

Support was continued for the Home Based Rehabilitation Project, which is to support
differently abled children who cannot make it to special schools. BPCL also undertakes

a project for the care & support of HIV/Aids affected persons in seven districts of
Kerala.

The Annual Report on CSR activities in the specified format is provided in Annexure B.
The CSR Policy may be accessed on the Company's website at the link
https://www.bharatpetroleum.com/social-responsibility/
corporate-social-responsibility/policy.aspx

PROMOTION OF SPORTS

BPCL sportspersons continued to excel in the national as well as international sports
arena in the year 2018-19. Ace Badminton Player Saina Nehwal was the star performer for
India at the 2018 Asian Games. She assured a medal for India after defeating World's no.5,
Ratchanok Intanon, in the quarterfinals. In the Semi-Final, she went down fighting against
World's no.1 Tai Tzu Ying of Chinese Taipei settling for the Bronze Medal.

BPCL Kabaddi players, Rishank Devadiga and Girish Ernak were part of the Indian Kabaddi
Team which won the Bronze Medal at the Asian Games. Five BPCL Hockey players - SV Sunil,
Birendra Lakra, Harmanpreet Singh, Lalit Upadhyay & Varun Kumar, were part of the
Indian Hockey Team which won the Bronze Medal at the Asian Games. Star Cricketer Kuldeep
Yadav became the third bowler for India to take a hat-trick in the One Day International.
Kuldeep took his first five wicket haul in the T-20 Internationals against England.

RESERVATION AND OTHER WELFARE MEASURES FOR SCHEDULED CASTES/SCHEDULED TRIBES/ OTHER
BACKWARD CLASSES AND PERSONS WITH DISABILITIES

BPCL has been following in letter and spirit, the Presidential Directives and other
guidelines issued from time to time by MOP&NG, Ministry of Social Justice and
Empowerment and the Department of Public Enterprises relating to reservations /
concessions for Scheduled Castes / Scheduled Tribes / Other Backward Classes. An adequate
monitoring mechanism has been put in place for sustained and effective compliance
uniformly across the Corporation. Rosters are maintained as per the Directives and are
regularly inspected by Liaison Officer of the Corporation as well as the Liaison Officer
of MOP & NG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awarding scholarships to
students pursuing courses at ITI & Secondary School education up to graduation level.

BPCL also complies with provisions under The Persons with Disabilities (Equal
Opportunities, Protection of Rights and Full Participation), Act 1995 relating to
providing employment opportunities for Persons with Disabilities (PWDs).

Details relating to representation/appointment of SC/ ST/OBC candidates and Persons
with Disabilities are enclosed as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL has continued its compliance towards the implementation of Official Language, as
per the Annual Program 2018-19 issued by Department of Official Language, Government of
India, Ministry of Home Affairs. The Corporation has formed and updated all the essential
committees viz. OLIC (Official Language Implementation Committee), TOLIC (Town Official
Language Implementation Committee) etc. at the Regional Office/ Location/Refinery levels,
thus framing a robust system to review and evaluate the progressive usage of Hindi on a
quarterly, half-yearly and yearly basis.

Various accolades have been received by the Corporation for implementation of the
official language, Hindi. Co-ordination Dept. of Northern Region was graced with the 1st
Prize; Noida Regional Office received the 2nd Prize; Eastern Regional Office,
Kolkata was conferred the 1st Prize; and Kurnool LPG Plant bagged the 2nd
Prize for Best Official Language Implementation' for the year 2017-18 from TOLIC,
Delhi (Undertakings); TOLIC, Noida; TOLIC, Kolkata and TOLIC, Kurnool respectively.

Goa Territory Office received the prestigious 1st Prize for Best
Implementation of Official Language under C' Region from Dept. of Official Language,
Ministry of Home Affairs. Kochi Refinery marked two milestones by winning the Official
Language Rolling Shield Championship Trophy along with Jwaladhwani' as the
Best House Journal' from TOLIC, Kochi.

BCPL Corporate Office, along with other Regional Offices/ Refineries/Locations,
observed Hindi Fortnight/Week during the month of September, 2018 by organizing unique
competitions, programs and various cultural activities. Notable
days/milestones/projects/pledges of national importance have also been celebrated and
organized in Hindi. World Hindi Day was also observed on 10th January, 2019
across all the offices of BPCL.

As a part of encouraging employees' children for promoting Hindi, 395 children were
given Official Language Prizes for scoring more than 60% marks in Hindi subject in 10th
and 12th Classes. All the Regions and Refineries organized Hindi Coordinators
Meets for annual review and to devise new initiatives for progressive usage of Hindi
across the Corporation. Hindi Training and Workshops on Indic bilingual software,
voice-typing, machine translation and Quarterly Progress Report were organized on an all
India basis for imparting enhanced and important techniques of compliance.

Customer Centricity' being one of its core values, BPCL advocates the philosophy
that customers and their convenience are integral to all its business operations and
redressing customer complaints is the key to success.

BPCL is sensitive to the service levels offered to its customers across every touch
point, in constant pursuit of excellence and its commitment to enhance customer
experience. These touch points are discussed below.

Citizen's Charter

The Citizen's Charter published on BPCL's website provides details of a range of
services offered to customers with an overview of the marketing activities of the
Corporation, policy guidelines and processes on marketing of petroleum products. It covers
the mandate of the Corporation, customer rights with respect to standards, quality,
time-frame for service delivery, the grievance redressal mechanism, etc.

Public Grievance Redressal (PG)

Public Grievance in BPCL is monitored through the Centralized Public Grievance Redress
and Monitoring System (CPGRAMS), which is an online web-enabled system, viz.
https://www.pgportal.gov.in/. developed by National Informatics Centre (NIC) and
Department of Administrative Reforms and Public Grievances (DARPG).

Grievances received from the public are centrally scrutinized at the corporate level
and sent for redressal to various Strategic Business Units (SBUs)/Entities through a
well-established online network with an escalation matrix to ensure timely &
qualitative closure.

BPCL redressed and closed 6,539 grievances out of 6,730 grievances received in FY
2018-19 with an average disposal time of 13 days, as against the norm of 30 days fixed for
disposal.

Customer Care System (CCS)

To enable customers to log their complaints and feedback, BPCL operates a centralized
Customer Care System (CCS) portal titled SmartLine' for their timely redressal.

1800 22 4344 is a Ek Call Sab Solve' solution to listen to and address queries,
suggestions and customer grievances received from any touch point. Designed to track every
interaction with an in-built escalation matrix,

CCS is an interactive platform for customers through dedicated toll free numbers, as
well as web-based access connect with BPCL. Regular feedback is taken from customers to
meet their requirements and enhance service standards.

Right to Information (RTI)

BPCL is a Public Authority under the RTI Act, 2005 and complies with all the
requirements of the RTI Act, 2005. BPCL receives and handles RTI requests through the RTI
online portal at www.rtionline.gov.in, which is a unified RTI portal of the Government of
India. BPCL's Corporate Website, www.bharatpetroleum.in, has a separate section earmarked
on RTI for better understanding of the public at large. Suo motu disclosure under section
4(1)(b) of the Act is updated regularly.

Select officers across the country, representing different departments, have been
designated as Central Public Information Officers (CPIOs) and First Appellate Authorities
(FAAs) to handle the RTI requests received from Indian citizens. BPCL has 88 CPIOs and 12
Appellate Authorities (AAs) spread across the length and breadth of the country, covering
major SBUs like Retail, LPG, Aviation, Mumbai Refinery, Kochi Refinery and Entities like
HR and International Trade.

BPCL is now aligned to the RTI Online Portal of Department of Personnel and Training
(DoPT) and also continues to use its old in-house RTI package to attend to old RTI cases,
which have gone for a second appeal. Regular interactions are carried out with the CPIOs
by providing Guidelines, Circulars, Newsletters and Case Studies from the Corporate
Office.

BPCL also regularly keeps updating the CPIOs and AAs with various CIC Decisions, thus
ensuring that there is no penalty or stricture passed by CIC. All CPIOs and AAs, along
with their staff, have been trained to independently handle the RTI Online Portal for
addressing RTI applications.

During the year 2018-19, BPCL received 3,788 RTI queries and 477 appeals. All the RTI
queries and appeals were replied on time. The RTI Act, 2005 was implemented on 12.10.2005
and since then, in this journey of effective RTI implementation of over 13 years, BPCL has
handled 37,334 RTI applications, 5,344 first appeals and 929 second appeals addressed to
Central Information Commission (CIC).

BPCL was awarded as the Second Best PSU for implementing RTI for the year 2017-18 by
the prestigious Public Relations Society of India. This award was in appreciation of
sincere efforts and dedication in implementing and spearheading the process of the RTI
Act.

MICRO & SMALL ENTERPRISES

BPCL works resolutely and ensures that it supports the Government of India's policy of
supporting MSEs viz. Public Procurement Policy (PPP) for MSEs Order, 2012. While all the
high value tenders at BPCL are through the open tender route, the General Conditions
of Contract' (GCC) and General Purchase Conditions' (GPC) of press tenders have the
Purchase Preference clause for MSEs.

BPCL has achieved the target of 25% procurement of its Goods and Services from MSEs
under the PPP for MSEs Order, 2012 and its amendment of November 2018. BPCL also ensured
that 3% of the total tender quantity is reserved for women entrepreneurs.

The Company also organized 95 vendor meets/workshops across India at Retail locations,
Regional Offices and Refineries to promote the PPP for MSEs. BPCL teams participated in 20
Vendor Development Programmes cum Exhibitions conducted by Micro, Small and Medium
Enterprises -Development Institute (MSME-DI), National Small Industries Corporation (NSIC)
in association with Confederation of Indian Industry (CII) and Federation of Indian
Chambers of Commerce and Industry (FICCI) at Mumbai, Rajkot, Surat, Raipur, Kolkata,
Chandigarh, Aurangabad, Ernakulum, Trivandrum, etc.

A Premier Vendor Workshop was held during November 2018 wherein Deputy
Director, MSME-DI, Mumbai made a detailed presentation on benefits of PPP for MSEs Order,
2012 and its amendment to the vendors. A fortnight long Entrepreneurship Development
Programme was conducted by Kochi Refinery during March 2019 to encourage budding
SC/ST entrepreneurs to develop in their respective fields. A total of 26 SC/ST candidates
were trained in the programme. BPCL was awarded the second runner up prize in the
Maharatna Category by Ministry of MSME for exemplary performance for the work done under
Public Procurement Policy.

The MSE procurement plan for 2018-19 was put up on the BPCL website. It can be viewed
at https://bharatpetroleum. com/Bharat-Petroleum-For/Business-Associates/Vendors. aspx. As
per mandate of PPP for MSEs Order, 2012, a nodal officer in BPCL is already appointed
since the year 2012 and the contact details and name is communicated regularly to the MSME
Ministry. Similarly, contact details of the nodal officer for SC/ST related activities has
also been communicated to the MSME ministry.

For the year 2018-19, the total procurement value for BPCL for Goods and Services,
excluding Works Contracts, where MSEs could have participated was Rs. 12,019.24 crores and
the actual procurement value from MSEs was Rs. 3,053.01 crores i.e. an achievement of
25.40 %, which is in line with the target of 25%.

VIGILANCE

Vigilance in BPCL strives to enhance the ethical standards of the organization and
encourages sound business practices and good corporate governance through an effective
balance of preventive and detective vigilance measures.

A series of training programs and conferences were organized during the year, including
a customized program at CBI Academy at Ghaziabad, which enabled Vigilance officers develop
a comprehensive understanding of various guidelines and processes. Vigilance Awareness
sessions were conducted for employees working at operating locations and commercial
offices by Vigilance officers during their visits, to enhance knowledge & awareness on
the operational aspects of various circulars and guidelines issued by the Central
Vigilance Commission (CVC) and the Ministry.

With an objective to keep a check on the implementation of prescribed procedures and
practices, surprise inspections were conducted at a few of the operative locations, Retail
Outlets, LPG Distributorships etc. It also involved inspections of major
projects/works/procurements to observe & recommend areas of improvements to concerned
departments. Comprehensive System Studies were conducted in critical areas in the
organization and observations, analysis, inferences & recommendations were discussed
with business role holders to bring about the suggested improvements expeditiously.

Vigilance took effective action on complaints with the purpose of safeguarding the
interests of stakeholders. Emphasis was laid on early completion of investigations and
concluding the same. A summary of investigative complaints handled by Vigilance during the
year 2018-19 is given below:-

Awareness being the first step towards action, BPCL enthusiastically organized a
variety of programs across the country during the Vigilance Awareness Week from 29th
October to 3rd November 2018 with the theme Eradicate Corruption - Build
a New India.

The ninth edition of Vigilance magazine Vigilance Plus' was released, which had
articles on good governance, ethics & values, experiences of individuals, poems and
highlights of the activities conducted during the year including Vigilance Awareness Week
2018.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Group consists of 5 Indian subsidiaries and 6 foreign subsidiaries as on 31st
March 2019. Further, the Company has 22 Joint Venture Companies and Associate Companies
within the meaning of Section 2 (6) of the Companies Act 2013 (the Act).

Details of Company that has become a Subsidiary during the financial year 2018-19

i) Bharat Gas Resources Limited

Details of Company that has become a Joint Venture/ Associate during the financial
year 2018-19

Nil

Details of Company that has ceased to be a Subsidiary during the financial year
2018-19

i) Petronet CCK Limited

Details of Company that has ceased to be a Joint Venture/ Associate during the
financial year 2018-19

Nil

A separate statement containing the salient features of the financial statements of
Subsidiaries/ Associates/ Joint Venture Companies in Form AOC-1 pursuant to provisions of
Section 129 (3) of the Act, is attached alongwith the financial statement.

The Corporation has placed its financial statements including Consolidated Financial
Statements and all other documents required to be attached thereto, on its website
www.bharatpetroleum.in as per Section 136(1) of the Act. Further, the Company has also
placed separate Annual Reports/ audited accounts in respect of each of its Indian
Subsidiaries on its above website. A copy of the said documents will be available for
inspection and provided to any shareholder of the Company who asks for it.

The policy for determining material Subsidiaries is posted on the Company's website at
the link: https://www.bharatpetroleum.co.in/about-bpcl/our- policies.aspx

SUBSIDIARY COMPANIES

NUMALIGARH REFINERY LIMITED (NRL)

NRL was incorporated in 1993 with an authorized share capital of Rs. 1,000 crores. It
is a Category I Mini Ratna company and has a 3 MMTPA refinery at Numaligarh in Assam.
Besides the refinery, NRL has two marketing terminals, one at Numaligarh & the other
at Siliguri, for evacuation of product. NRL also has a 42 TMTPA LPG Bottling Plant at
Numaligarh. As on 31st March, 2019, the paid up capital of NRL was Rs. 735.63
crores, of which BPCL holds 61.65%. During 2018-19, NRL crude throughput was 2.90 MMT as
compared to 2.81 MMT in the previous year. NRL revenue from operations was Rs. 18,511
crores for the financial year ending 31st March 2019 as compared to Rs. 15,923
crores in the previous year. The company's consolidated profit after tax for the year
stood at Rs. 1,980.28 crores, as against profit of Rs. 2,041.95 crores in the previous
year. The earnings per share (EPS) for the year 2018-19 was Rs. 26.92, as compared to Rs.
27.76 in 2017-18. An interim dividend of Rs. 14 per fully paid equity share of Rs. 10 each
has been paid and the Board of Directors of NRL has recommended a final dividend of Rs. 3
per share, which will result in total dividend declared of Rs. 17 per fully paid equity
share of Rs. 10 each for the current financial year, as compared to Rs. 18.50 per share in
the previous year. NRL had a net worth of Rs. 5,486.16 crores as at 31st March
2019.

NRL is going for the capacity expansion of Numaligarh Refinery from 3 MMTPA to 9 MMTPA
at an estimated cost of Rs. 22,954 crores. Government approvals for the same have been
obtained and necessary activities have started.

NRL has 4 Joint Venture companies. Brahmaputra Cracker and Polymer Ltd., a CPSE under
the Department of Chemicals & Petrochemicals, Government of India, is a petrochemical
based company located in Dibrugarh district of Assam. They started operations since
January 2016 and NRL holds 10% equity share in this company. DNP Limited is a Joint
Venture between Assam Gas Company Limited (51%), NRL (26%) and Oil India Limited (23%) for
transportation of Natural Gas through pipeline. During the year 2018-19, DNP Limited
transported 281.01 MMSCUM of Natural Gas and had a revenue of Rs. 92.58 Crores. Two new
Joint Venture companies, namely Assam Bio Refinery Private Limited for production of
biofuels and Indradhanush Gas

Grid Limited for implementation of the North East Gas grid, have been incorporated
during the financial year 2018-19.

BHARAT PETRORESOURCES LIMITED (BPRL)

Bharat PetroResources Limited (BPRL) was incorporated in October 2006, as a 100%
subsidiary of BPCL, to cater to the upstream activities of BPCL. As on 31st
March 2019, BPCL's investment is Rs. 5,000 crores in equity. In addition to this, BPCL has
given a loan of Rs. 1,100 crores to BPRL. BPRL has recorded a consolidated income of Rs.
180.63 crores and a consolidated loss of Rs. 95.69 crores for the financial year ending 31st
March 2019, as against a consolidated income of Rs. 215.95 crores and consolidated loss of
Rs. 68.72 crores in the previous year.

BPRL has Participating Interest (PI) in twenty six blocks of which thirteen are located
in India and thirteen overseas, along with equity stake in two Russian entities holding
the licence to four producing blocks in Russia. Seven of the thirteen blocks in India were
acquired under different rounds of New Exploration Licensing Policy (NELP), five blocks
were awarded under Discovered Small Fields Bid Round 2016 and 1 block was awarded during
the year 2018-19 under the Open Acreage Licensing Policy Bid Round I. Out of thirteen
overseas blocks, six are in Brazil, two in United Arab Emirates and one each in
Mozambique, Indonesia, Australia, Israel and Timor Leste. The blocks of BPRL are in
various stages of exploration, appraisal, pre-development and production phase. The total
acreage held by BPRL and its subsidiaries is around 31487 km2 of which
approximately 62% is offshore.

BPRL, along with Indian Oil Corporation Limited (IOCL), has been awarded an exploration
concession for Onshore Block 1 in Abu Dhabi, after emerging as the winning bidder in the
Abu Dhabi 2018 Block Licensing Round. The award has been endorsed by the Supreme Petroleum
Council (SPC) on behalf of the Government of the Emirate of Abu Dhabi and represents the
continued expansion of BPCL's upstream exploration operations. The transaction marks entry
of BPRL as an Operator of overseas assets for the first time in the highly prospective UAE
region and is consistent with its stated strategic objective of balancing its portfolio by
adding exploration assets in prolific basins to its existing E&P portfolio.

During 2018-19, BPCL Group refineries have lifted 3.4 mmbbl out of BPRL's share of
equity crude oil from the Lower Zakum asset, wherein the consortium of BPRL, ONGC Videsh
Ltd. and IOCL has a 10% PI. BPRL and its consortia have a total of 26 exploration
discoveries in respect of Blocks held in five countries i.e. Brazil, Mozambique,
Indonesia, Australia and India. BPRL also had a successful exploration campaign in its
maiden operatorship block located in Cambay basin, with two discoveries approved by
Directorate General of Hydrocarbons (DGH). Further, the Field Development Plan (FDP) for
the above two discoveries was approved by DGH on 11.06.2018 and currently, pre-development
activities are ongoing.

The PI in respect of Blocks in India, Israel and Australia are held directly by BPRL.
The PI in the Block in Timor Leste is held by BPRL's wholly owned subsidiary company in
India, i.e. Bharat PetroResources JPDA Limited. PI in respect of blocks in Brazil,
Mozambique, Indonesia, and UAE and equity stake in the two Russian entities are held
through various step down wholly owned subsidiaries/ JVs of the wholly owned subsidiaries
located in the Netherlands and Singapore. A detailed discussion on the Blocks is given in
the Management Discussion & Analysis Report (MD&A).

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BPCL signed a Joint Venture Agreement with KIAL (Kannur International Airport Ltd.) for
design, construction, commissioning and operation of the Fuel Farm at Kannur International
Airport on 74:26 equity basis. The company has been incorporated on 18.05.2015. As on
31.03.2019, the authorized capital of the company is Rs. 18 crores and paid up capital is
Rs. 9 crores. The Fuel Farm has been commissioned on 09.12.2018 alongwith the commencement
of operations at Kannur International Airport.

BHARAT GAS RESOURCES LIMITED (BGRL)

BGRL, a wholly owned subsidiary of BPCL for handling the Natural Gas business, was
incorporated on 7th June 2018 with an authorised capital of Rs. 2000 crores.
The existing Gas business of BPCL and Gas related investments in joint venture companies
are being transferred to BGRL. New activities in the Gas business, namely participation in
new City Gas Distribution (CGD) bidding rounds, new tie-ups etc. are being undertaken
directly by BGRL.

Subsequent to incorporation of the company, BGRL has been awarded the AA+ credit rating
by reputed rating company CRISIL. BGRL has been also successful in receiving LEI (Legal
Entity Identifier) registration, which is a global reference number that uniquely
identifies every legal entity or structure that is party to a financial transaction in any
jurisdiction.

BGRL has entered into a Long Term Sales & Purchase Agreement with M/s. Mozambique
LNG1 Company Pvt. Ltd. for sourcing of LNG from Mozambique. This contract is for 15 years
with volume of 1 MMTPA after ramp-up. The supply is likely to start from Financial Year
2024-25.

BGRL also successfully negotiated with RasGas for direct import of volumes of 0.1
MMTPA, which was earlier being routed through Petronet LNG Ltd. This would result to
savings in VAT, thereby making the product more competitive in the market.

Continuing its efforts to expand the Gas Business, BGRL participated in the 9th
and 10th round of CGD bidding. Petroleum & Natural Gas Regulatory Board
(PNGRB) has granted authorization to Lay, Build, Operate or Expand Gas Distribution
Networks to BGRL in 11 Geographical Areas (GA) through the 9th round and 2 GAs
in the 10th round of bidding. Other than these 13 GAs, BPCL has authorization
for CGD in 4 GAs viz. Saharanpur, Yamunanagar, Rupnagar and Rohtak which were obtained
through the 6th CGD round bidding.

JOINT VENTURE COMPANIES AND ASSOCIATES

BHARAT OMAN REFINERIES LIMITED (BORL)

Bharat Oman Refineries Ltd. (BORL) is a Joint Venture between BPCL and Oman Oil Company
S.A.O.C (OOC). As on 31st March 2019, it had authorized share capital of Rs.
7,000 Crores and paid up equity share capital of Rs. 1,777.23 Crores, with both BpCl and
OOC holding equity stake of 50% each. BPCL has given a loan of Rs. 1,254.10 Crores and
subscribed to Share Warrants of Rs. 1,585.68 Crores. Further, the State of Madhya Pradesh
has also subscribed to Rs. 26.90 Crores of share warrants in BORL. BPCL has also
subscribed to Zero Percent Compulsorily Convertible Debentures of Rs. 1,000 Crores.

During the year 2018-19, BORL has completed its debottlenecking project, enhancing the
refining capacity from the existing 6.0 MMTPA to 7.8 MMTPA and meeting BS VI product
quality specifications. Crude oil intake during 2018-19 was 5,716 TMT with average
capacity utilization of 95%. The company has reported Revenue from Operations of Rs.
31,597.59 Crores in the financial year ended as on 31st March 2019, as compared
to Rs. 31,287.48 Crores recorded in the previous financial year. The net profit for the
year 2018-19 stood at Rs. 106.71 crores, as compared to Rs. 983.71 Crores in the previous
year. The EPS for the year stood at Rs. 0.31 as against Rs. 2.96 in 2017-18.

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up an LNG terminal with
facilities like jetty, storage, regasification etc. to supply natural gas to various
industries in the country. The company has an authorised share capital of Rs. 3,000 Crores
and paid up capital of Rs. 1,500 Crores. PLL was promoted by four public sector companies
viz. BPCL, IoCl, Oil and Natural Gas Corporation Limited (ONGC) and Gas Authority of India
Limited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. BPCL's
equity investment in PLL currently stands at Rs. 98.75 Crores. As at 31st March
2019, PLL had net worth of Rs. 10,230.58 Crores. PLL recorded Revenue from Operations of
Rs. 38,395.43 Crores in this financial year, as compared to Rs. 30,598.62 Crores recorded
in 2017-18. The net profit for the year stood at Rs. 2,230.56 Crores, as compared to Rs.
2,110.44 Crores in the previous year. The EPS for the year 2018-19 is Rs. 14.87, as
compared to Rs. 14.07 in 2017-18. During the year 2018-19, PLL has paid an interim
dividend of Rs. 5.50 per share and has recommended final dividend of Rs. 4.50 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL, a Joint Venture Company with GAIL as the other co-promoter, was set up in December
1998 with an authorised capital of Rs. 220 Crores, for implementing the project for supply
of Compressed Natural Gas (CNG) to the automobile sector and Piped Natural Gas (PNG) to
households in Delhi. The paid up share capital of the company is Rs. 140 Crores. BPCL
invested Rs. 31.50 Crores in IGL for 22.5% stake in its equity. As on 31.03.2019, IGL has
500 CNG stations and has approx. 11.02 lakh domestic PNG customers. IGL is present in
Delhi, Gautam Budh Nagar, Ghaziabad, Gurugram, Rewari district and Karnal district. During
the year, IGL has won CGD for one GA in Uttar Pradesh in the 9th bidding round
by PNGRB and three GAs i.e. one each in the states of Haryana, Rajasthan and Uttar Pradesh
in the 10th bidding round. IGL holds 50% of equity in M/s Central UP Gas
Limited, Kanpur & M/s. Maharashtra Natural Gas Limited, Pune, Joint Venture Companies
promoted by BPCL and GAIL. IGL has registered Revenue from Operations of Rs. 6,361.87
Crores and a profit after tax of Rs. 842.10 Crores for the financial year ending 31st
March 2019, as compared to a Revenue from Operations of Rs. 5,014.90 Crores and a profit
after tax of Rs. 721.72 Crores in the previous year. The EPS for the year stood at Rs.
12.03, as against Rs. 10.31 in 2017-18. The IGL Board has recommended a dividend of Rs.
2.40 per share (face value of Rs. 2 each) for the year ending 31st March 2019,
as against a dividend of Rs. 2 per share (face value of Rs. 2 each) in the previous year.

SABARMATI GAS LIMITED (SGL)

SGL, a Joint Venture Company promoted by BPCL and Gujarat State Petroleum Corporation
(GSPC), was incorporated on 6th June 2006 with an authorized capital of Rs. 100
Crores for implementing the CGD project for supply of CNG to the household, automobile,
industrial and commercial sectors in the districts of Gandhinagar, Mehsana, Aravali,
Sabarkantha and Patan of Gujarat. The paid up share capital of the company is Rs. 20
Crores. As at 31.03.2019 BPCL has a stake of 49.94% in the equity capital of SGL. SGL has
set up 88 CNG stations. SGL has achieved turnover of Rs. 1,122.57 Crores and a net profit
of Rs. 100.48 Crores for the financial year ending 31st March 2019, as against
Rs. 839.87 Crores and '74.54 Crores respectively for the previous year. The EPS for the
year stood at Rs. 50.23 as against Rs. 37.29 in 2017-18. The company has recommended a
dividend of Rs. 3.25 per share for the financial year ending 31st March 2019,
as against Rs. 2.50 per share in previous year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL as the other partner
for implementing the projects for supply of CNG to the automobile sector and PNG to the
household, industrial and commercial sectors in Kanpur (including parts of Unnao
district), Bareilly and Jhansi in Uttar Pradesh. The company was incorporated with an
authorised share capital of Rs. 60 Crores. The joint venture partners have each invested
Rs. 15 Crores for an equity stake of 25% each in the company, balance 50% being held by
IGL. CUGL has set up 40 CNG stations. CUGL has achieved Revenue from Operations of Rs.
328.03 Crores and net profit of Rs. 52.11 Crores for the financial year ending 31st
March 2019, as against Rs. 266.06 Crores and Rs. 45.95 Crores respectively for the
previous year. The EPS for the year stood at Rs. 8.68 as against Rs. 7.66 in 2017-18.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

MNGL was set up in January 2006 as a Joint Venture Company with GAIL for implementing
the project for supply of natural gas to the household, industrial/ commercial and
automobile sectors in Pune and its nearby areas. The company was incorporated with an
authorised share capital of Rs. 100 Crores. The paid up capital of the company is Rs. 100
Crores. BPCL and GAIL have invested Rs. 22.50 Crores each in MNGL's equity capital. MIDC,
as a nominee of Maharashtra Government, has taken 5% equity in the month of June 2015. The
balance 50% is held by IGL, our joint venture company. MNGL has achieved Revenue from
Operations of Rs. 909.84 Crores and profit of Rs. 142.65 Crores for the financial year
ending 31st March, 2019 as against Rs. 663.17 Crores and profit of Rs. 105.72
Crores respectively in the previous year. The EPS for the year stood at Rs. 14.27 as
against Rs. 10.57 in 2017-18.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of a
CGD Project in the GA of Haridwar and formed a Joint Venture Company, HNGPL on a 50:50
basis. HNGPL was incorporated on 20th April 2016. The authorised share capital
of the company is Rs. 45 Crores and as on 31st March 2019, the promoters have
infused Rs. 12.50 Crores each towards equity contribution. The project cost for the first
five years is approximately Rs. 148 Crores, which will be funded through a debt equity of
70:30.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of a
CGD Project in North Goa and formed a Joint Venture Company, GNGPL on a 50:50 basis. GNGPL
was incorporated on 13th January 2017 with an authorised share capital of Rs.
50 Crores. The project cost for the first five years is Rs. 119 Crores which will be
funded through 30% equity and 70% debt. So far BPCL has paid Rs. 9.50 Crores as equity
contribution.

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL, a Joint Venture Company promoted by BPCL and ST Airport Pte Limited, Singapore
was incorporated in September 2007, for providing Into Plane (ITP) fuelling services at
Bengaluru International Airport. The authorised and paid up share capital of BSSPL is Rs.
20 Crores. The two promoters have each subscribed to 50% of the equity share capital of
BSSPL and BPCL's present investment stands at Rs. 10 Crores. The company commenced its
operation at the international airport in Bengaluru from May 2008 and has also
incorporated a wholly owned subsidiary, Bharat Stars Services Pvt. (Delhi) Ltd. for
implementing ITP services exclusively at the new T3 Terminal of Delhi International
Airport. BSSPL is presently providing ITP Services at three open access airports viz.
Bengaluru, Mumbai & Delhi T3. It has also taken over the complete operatorship of 3
BPCL AFS at Delhi T1, Jaipur and Durgapur. In addition, BSSPL also provides manpower
support services to BPCL at various other airports. BSSPL has achieved a consolidated
turnover of Rs. 50.27 Crores and consolidated profit of Rs. 5.57 Crores for the financial
year ending 31st March 2019, as against Rs. 40.93 Crores and Rs. 5.35 Crores
respectively for the previous year. The EPS for the year stood at Rs. 2.78, as against Rs.
2.67 in 2017-18. The company has recommended a dividend of Rs. 0.50 per share for the
financial year ending 31st March 2019.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A Joint Venture Company, DAFFPL has been promoted by BPCL, IOCL and Delhi International
Airport Limited (DIAL) for implementing open access Aviation Fuel facility for the new T3,
T2 and cargo terminals at Delhi International Airport. The authorized and paid up share
capital of the company is Rs. 170 Crores and Rs. 164 Crores respectively. BPCL and IOCL
each have subscribed to 37% of the share capital of the joint venture while the balance
26% has been held by DIAL. DAFFPL has registered Revenue from Operations of Rs. 157.43
Crores and net profit of Rs. 50.96 Crores for the financial year ending 31st
March 2019, as against Revenue from Operations of Rs. 139.96 Crores and net profit of Rs.
48.96 Crores respectively during the previous year. The EPS for the year stood at Rs.
3.11, as against Rs. 2.99 in 2017-18. The company has recommended a dividend of Rs. 0.80
per equity share for the financial year ending 31st March 2019.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

MAFFFPL has been incorporated on 26th February 2010 under the provisions of
the Companies Act, 1956 in the state of Maharashtra, India. IOCL, BPCL and Hindustan
Petroleum Corporation Limited (HPCL) became joint venture partners along with Mumbai
International Airport Private Limited (MIAL) on 28th October, 2014 with equity
holding of 25% each. Presently, BPCL has invested an amount of Rs. 48.29 Crores towards
equity so far. MAFFFPL has started its operation from February 2015. The business of the
company is to operate & maintain the existing Aviation fuel farm facilities and to
provide ITP services at Chhatrapati Shivaji International Airport (CSIA), Mumbai. MAFFFPL
is constructing the Integrated Fuel Farm Facility on an open access basis and the first
phase of commissioning activities have commenced. The revenue to MAFFFPL is by way of the
fuel infrastructure charges, payable by the suppliers for utilising the facility. MAFFFPL
has registered a Revenue from Operations of Rs. 137.11 Crores and net profit of Rs. 51.84
Crores for the year ending 31.03.2019, as against Revenue from Operations of Rs. 132.09
Crores and net profit of Rs. 47.22 Crores during the previous year. The EPS for the year
stood at Rs. 2.75, as against Rs. 2.97 in 2017-18.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an Unlisted Public Company promoted by the Government of Kerala to build and
operate the airport on international standards, primarily to cater to the travelling needs
of the large NRI population in the region, who travel frequently to various international
destinations, the flourishing business community and tourists. The area is of immense
tourist potential and attracts both domestic and international tourists. The project cost
was Rs. 2,418 crores, of which '1,500 crores will be financed through equity and the
balance sum of Rs. 918 crores financed by way of borrowings. The paid up capital of the
company as on 31.03.2019 is Rs. 1,160.50 crores, out of which BPCL has made a contribution
of Rs. 216.80 Crores. Kannur Airport was commissioned on 9th December 2018, and
it is the 4th international airport in Kerala, the only state in the country to
have four international airports. During the period 9th December 2018 to 31st
March 2019, total aircraft movements were 1071 and passenger traffic was approx. 2.29
lakh.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore on 20th May 2008
for carrying out the bunkering business and supply of marine lubricants in the Singapore
market, as well as international bunkering including expanding into Asian and Middle East
markets. The company has been promoted by BPCL and Matrix Marine Fuels L.P. USA, an
affiliate of the Mabanaft group of companies, Hamburg, Germany. The authorised capital of
the company is USD 4 million. BPCL has subscribed 20 lakh shares for an equivalent sum of
Rs. 8.41 Crores. Both the partners have contributed equally to the share capital. Matrix
Marine Fuels L.P. USA has subsequently transferred their share and interest in the joint
venture in favour of Matrix Marine Fuels Pte Limited, Singapore, another affiliate of the
Mabanaft group. MXB has achieved revenue of USD 149.93 million and earned a profit of USD
0.04 million for the year ending 31.12.2018, as against USD 220.24 million revenue and a
profit of USD 1.88 million in the year 2017.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL has signed a Joint Venture Agreement with IOC for implementation of the
Kochi-Coimbatore-Salem LPG Pipeline Project and formed a Joint Venture Company, kSppl in
January 2015, on a 50:50 basis. As on 31.03.2019, BPCL has paid an amount of Rs. 96.25
Crores towards equity in this JV Company. The project is presently underway.

GSPL INDIA TRANSCO LIMITED (GITL)

GITL is a Joint Venture of Gujarat State Petronet Limited (GSPL) holding 52% share,
IOCL holding 26% share and BPCL and HPCL holding 11% share each. BPCL has made an equity
contribution of Rs. 41.91 Crores so far. GITL has been authorised to lay a 1,881 Km
pipeline from Mallavaram to Bhilwara. The Company has awarded EPC Contracts for the
initial section of the project from Kunchanapalli (Andhra Pradesh) to RFCL Ramagundam
(Telangana), which is in an advanced stage of completion.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of GSPL holding 52% share, IOCL holding 26% share and BPCL and
HPCL holding 11% share each. As on 31.03.2019, BPCL has made an equity contribution of Rs.
52.80 Crores. GIGL has been authorised to lay two cross-country gas pipelines viz. 1,640
Km from Mehsana to Bhatinda and 740 Km from Bhatinda to Srinagar . The initial sections of
the project, covering approx. 440 kms viz. Barmer-Pali Pipeline, Palanpur- Pali Pipeline
and Jalandhar-Amritsar Pipeline, were inaugurated by the Hon'ble Prime Minister of India
on 30th September 2018 and have started commercial operations in the third
quarter of the Financial Year 2018-19. The company has transported approximately 0.90
MMSCMD of gas and has earned total revenue of Rs. 21.64 Crores through transportation of
gas till 31st March, 2019. The company has also started implementation of
various sections of the MBPL Project planned under Phase II.

FINO PAYTECH LIMITED (FINO)

BPCL signed a Subscription Agreement with FINO PayTech Ltd. and Shareholders Agreement
with FINO and other investors on 29.07.2016. Pursuant to the said agreements, BPCL has
made an investment of Rs. 251 Crores in FINO PayTech Limited. FINO Payments Bank - FPB (A
FINO group entity) completes its second year of operation in June 2019. FPB evolved a new
cost effective channel of operations through the Merchant Network and stabilized 425
branches across India as on 31.03.2019. Consolidated Revenue from Operations during the
year stood at Rs. 527 Crores and consolidated loss for the year 2018-19 was Rs. 73.96
Crores.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to give impetus to the
development of a pipeline network throughout the country. The company carried out business
through SPVs and Joint Venture Companies. With the new Pipeline policy, oil companies were
allowed to establish their own pipeline network. PIL obtained appropriate approvals and
proceeded to liquidate its investments in joint ventures and subsidiaries. PIL's equity
has been purchased by respective promoter companies viz. Petronet CCK Limited stake has
been taken over by BPCL, Petronet MHB Limited stake has been taken over by HPCL and ONGC
and Petronet VK Limited stake has been taken over by IOCL and RIL. PIL filed an
application before NCLT and paid up share capital was reduced from Rs. 100 Crores to Rs. 1
Crore and Rs. 99 Crores was returned to its promoters. BPCL has 16% equity participation
in the company with current investment of Rs. 0.16 Crores. During the year, shareholders
of the company approved voluntary winding up of PIL and appointed an Official Liquidator
(OL) for the same. Liquidation of the company is under process.

PETRONET CI LIMITED (PCIL)

PCIL was set up for laying a pipeline for evacuation of petroleum products from
refineries at Jamnagar/Koyali to feed consumption zones in Central india. BPCL has an
equity participation of 11% in this JV. Promoter companies have decided to exit from PCIL,
and provision for full diminution in the value of investment has been done in the account
of BPCL. The Company is under liquidation.

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated on 17th June, 2008 for undertaking the production,
procurement, cultivation and plantation of horticulture crops such as Karanj, Jathropha
and Pongamia trading, research and development and management of all the crops and
plantation including Biofuels in the State of Uttar Pradesh, with an authorized capital of
Rs. 30 Crores. The company has been promoted by BPCL with Nandan Cleantech Limited (Nandan
Biomatrix Limited), Hyderabad and Shapoorji Pallonji group, through their affiliate, S.P.
Agri Management Services Pvt. Ltd. A Company Petition was filed before the Hon'ble High
Court of Allahabad (Lucknow Bench) for winding up BREL. By the judgement dated 21.12.2015,
the company was ordered to be wound up and an Official Liquidator (OL) to proceed in
accordance with the provisions of the Companies Act. All assets and records of the company
have been deposited with the OL and the OL has since submitted a status request to the
Hon'ble High Court.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPA capacity was
conceived by the Oil PSUs (OMCs), based on growing demand of petroleum fuels and
petrochemical products in the west coast. Accordingly, IOCL, BPCL and HPCL entered into a
Joint Venture Agreement on 14th June, 2017 and the JV Company, RRPCL was
incorporated on 22nd September, 2017 with an authorised capital of Rs. 400
Crores and paid up capital of Rs. 100 Crores . BPCL has made an initial equity
contribution of Rs. 25 Crores. Saudi Aramco showed interest in taking equity in RRPCL and
a non-binding MOU for Key Business Principles was signed on 11th April, 2018.
Saudi Aramco also sought to include another strategic partner to co-invest in the project
as an overseas investor and accordingly, signed an MoU with ADNOC on 25th June,
2018. Saudi Aramco and Adnoc have expressed their intent to together hold upto 50% of the
share capital of RRPCL as a Non-Resident Block as per the MoU, with Indian consortium
holding the balance 50% as a Resident Block.

City and Industrial Development Corporation (CIDCO), was entrusted with land
acquisition at Raigad District by the Government of Maharashtra. A market study was
carried out as a prelude/basis to PFR by an internationally renowned consultant to assess
the demand forecasting of Petrochemical products and the pricing details of Crude, Fuel
Products and Petrochemicals. Configuration of the integrated complex is being finalized
with the help of an international consultant.

UJJWALA PLUS FOUNDATION (UPF)

A Joint Venture Company was formed for charitable purposes between three PSU Oil
Marketing Companies viz BPCL, HPCL & IOCL (in the ratio of 25:25:50) under Section 8
of the Companies Act, 2013. The company was incorporated on 21st July 2017.
This company is limited by guarantee and not having share capital. The company will
receive funds/contributions from organizations or individuals and these will be utilized
for release of LPG connections to Below Poverty Level (BPL) households not covered under
Pradhan Mantri Ujjwala Yojana. The beneficiaries are identified from the Socio - Economic
Caste Census (SECC) 2011 based on certain deprivation criteria.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The forward looking statements made in the Management Discussion and Analysis Report
are based on certain assumptions and expectations of future events. The Directors cannot
guarantee that these assumptions are accurate or these expectations will materialise.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure A to
the Directors' Report.

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURAL GAS

BPCL has entered into a Memorandum of Understanding (MOU) for the year 2019-20 with the
Ministry of Petroleum & Natural Gas. BPCL has been achieving an Excellent
performance rating since 1990-91 till 2017-18. In 2017-18, BPCL achieved a composite score
of 98.16%.

BOARD EVALUATION

The provisions of Section 134 (3)(p) of the Act shall not apply to a Government Company
in case the Directors are evaluated by the Ministry, which is administratively in charge
of the Company as per its own evaluation methodology. BPCL, being a Government Company,
the performance evaluation of the Directors is carried out by the Administrative Ministry
(MoP&NG), Government of India, as per applicable Government guidelines.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 134 (3)(e) of the Act are not applicable to a Government
Company. Consequently, details on Company's policy on Directors' appointment and other
matters are not provided under Section 178 (3) of the Act.

Similarly, Section 197 of the Act shall not apply to a Government Company.
Consequently, disclosure of the ratio of the remuneration of each Director to the median
employee's remuneration and other such details including the statement showing the names
and other particulars of every employee of the Company, who if employed throughout / part
of the financial year, was in receipt of remuneration in excess of the limits set out in
the Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) /
(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Chairman & Managing Director and the Wholetime Directors of the Company did not
receive any remuneration or commission from any of its Subsidiaries.

BPCL, being a Government Company, its Directors are appointed / nominated by the
Government of India as per the Government / DPE Guidelines which also include fixation of
pay criteria for determining qualifications and other matters.

CORPORATE GOVERNANCE

The Report on Corporate Governance, together with the Auditors' Certificate on
compliance of Corporate Governance, is annexed as Annexure D, as required under Listing
Regulations and Department of Public Enterprises Guidelines of Corporate Governance for
Central Public Sector Enterprises.

SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Corporation is committed to be a responsible Corporate Citizen in society, which
leads to sustainable growth and economic development for the nation as well as all
stakeholders. In order to be a responsible business to meet its commitment, the Board of
Directors of the Company has adopted and delegated to the Sustainability Committee, the
implementation of a Business Responsibility Policy based on the principles of National
Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business as
issued by the Ministry of Corporate Affairs, Government of India. BPCL's Sustainability
Report is in accordance with the Global Reporting Initiative (GRI).

As stipulated under the Listing Regulations, the Business Responsibility Report
describing the initiatives taken by the Company from the environmental, social and
governance perspective is attached as part of the Annual Report.

TRANSACTION WITH RELATED PARTIES

During the Financial Year, the Corporation has entered into contracts or arrangement
with related parties, which were in the ordinary course of business and on an arm's length
basis.

The required information on transactions with related parties are provided in Annexure
F in Form AOC-2 in accordance with Section 134(3) of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

In terms of Listing Regulations and Policy of the Corporation on materiality of related
party transactions, a transaction entered into with Bharat Oman Refineries Limited, a
Joint Venture Company could be considered material. The details of the transaction are
being placed for approval of the shareholders.

The Policy on related party transactions including material related party are available
on the Corporation's website at the link https://bharatpetroleum.com/images/files/
RPTPolicv_BPCL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Corporation has provided Loans/Guarantees to its Subsidiaries/Joint Ventures and
has made investments in compliance with the provisions of the Companies Act, 2013. The
details of such investments made and loans/ guarantees provided as at 31st
March 2019, are given in the Disclosures under Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 in Annexure H.

RISK MANAGEMENT

The Risk Management Committee has been constituted by the Board. The Board has defined
the roles and responsibilities of the Risk Management Committee, which includes reviewing
and recommending of the risk management plan comprising risks assessed and their
mitigation plans and reviewing and recommending the risk management report for approval of
the Board with the recommendation by the Audit Committee. The Corporation's internal
financial controls and risk management systems are assessed by the Audit Committee. The
Corporation has adopted a Risk Management Charter and Policy for self-regulatory processes
and procedures for ensuring the conduct of the business in a risk conscious manner and for
managing risks on an ongoing basis.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) / (5) of the Companies Act, 2013, the Directors of the
Company confirm that:

a. In the preparation of the Annual Accounts for the year ended 31st March,
2019, the applicable Accounting Standards have been followed along with proper explanation
relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern' basis;

e. The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
and

f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Arun Kumar Singh was appointed as Additional Director and Director (Marketing)
with effect from 01.10.2018. As he has been appointed as Additional Director, he will hold
office till the ensuing Annual General Meeting (AGM). Notice under Section 160 of the Act
has been received proposing his name for appointment as Director at the ensuing AGM.

Shri Neelakantapillai Vijayagopal was appointed as Additional Director and Director
(Finance) with effect from 17.12.2018. He is also the Chief Financial Officer. Prior to
his appointment as Director (Finance), he was holding the position of ED (Finance) and was
acting as the Chief Financial Officer from 14.11.2018.

As Shri Neelakantapillai Vijayagopal has been appointed as Additional Director, he will
hold office till the ensuing AGM. Notice under Section 160 of the Act has been received
proposing his name for appointment as Director at the ensuing AGM.

Shri Rajesh Kumar Mangal was appointed as an Independent Director for a period of three
years from 1st December, 2015 up to 30th November, 2018. The Board
of Directors has approved the reappointment of Shri Rajesh Kumar Mangal, as an Independent
Director of the Company for a period of one year with effect from 1st December
2018 up to 30th November, 2019 or until further orders from the Ministry of
Petroleum & Natural Gas, whichever is earlier. Accordingly, the proposal for his
reappointment as an Independent Director is placed for the approval of Shareholders.

Shri Harshadkumar P. Shah was appointed as Additional Director with effect from
16.07.2019. As he has been appointed as Additional Director, he will hold office till the
ensuing AGM. Notice under Section 160 of the Act has been received proposing his name for
appointment as Director at the ensuing AGM.

Shri K. Sivakumar relinquished from the post of Director (Finance) with effect from
08.05.2018. He was holding position of ED (Finance) I/C and acted as Chief Financial
Officer from 29.05.2018 to 13.11.2018.

Shri S. Ramesh, Director (Marketing) ceased to be the Director on the Board with effect
from 24.09.2018 due to his demise. The Directors place on record his invaluable
contributions towards the company and express their deep condolences for his sad demise.

Shri Gopal Chandra Nanda and Shri Deepak Bhojwani, Independent Directors ceased to be
Directors from 01.12.2018 on completion of their tenure. Dr.(Smt.) Tamilisai
Soundararajan, Independent Director, resigned from Directorship w.e.f. 23.03.2019. The
Directors have placed on record their deep appreciation on behalf of the Board for the
valuable contributions made and guidance given by them for the development and progress of
the Company's business.

Shri K. Padmakar, Director (Human Resources) will retire by rotation at the ensuing AGM
as per the provisions of Section 152 of the Act and being eligible, has offered himself
for reappointment as Director at the said Meeting.

As required under the Corporate Governance Clause, brief bio-data of the above
Directors who are appointed / reappointed at the AGM are provided in the Notice.

DECLARATION OF INDEPENDENCE

Independent Directors of the Company have provided declarations confirming that they
meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of Board Members. The
details thereof with the programmes sponsored for familiarisation of Independent Directors
with the Company are available at the Company's web link: https://www.bharatpetroleum.
com/images/files/Details%20of%20Familiarization%20 Programme%20in%20BPCL.pdf

AUDIT COMMITTEE

The details of the composition of the Audit Committee, terms of reference, meetings
held etc., are provided in the Corporate Governance Report which forms part of this
Report.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in the Organisation. The
Corporation has implemented the Whistle Blower Policy to ensure greater transparency in
all aspects of the Corporation's functioning. The objective of the policy is to build and
strengthen a culture of transparency and to provide employees with a framework for
responsible and secure reporting of improper activities.

The vigil mechanism provides for adequate safeguards against victimisation of persons
who use a mechanism and has provision for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. The details of establishment of such a
mechanism are disclosed in the Company's web link:
https://www.bharatpetroleum.co.in/images/files/ Whistle%20Blower%20policv.pdf

NUMBER OF MEETINGS OF THE BOARD

Sixteen meetings of the Board of Directors were held during the year, the details of
which are given in the Corporate Governance Report that forms part of this Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Act, extract of Annual Return of the Company is
annexed herewith in specified Form MGT-9 as Annexure G to this Report, and is also placed
on the website of the Company at www. bharatpetroleum.in under Investor's column.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details are included in the Management Discussion & Analysis Report which forms
part of this Report.

STATUTORY AUDITORS

M/s. CVK & Associates, Chartered Accountants, Mumbai and M/s. Borkar &
Muzumdar, Chartered Accountants, Mumbai, were appointed as Statutory Auditors for the year
2018-19 by the Comptroller & Auditor General of India (C&AG) under the provisions
of Section 139(5) of the Companies Act, 2013. They will hold office till conclusion of the
ensuing Annual General Meeting. The C&AG has been approached for the appointment of
Statutory Auditors for the financial year 2019-20.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND COST AUDIT

The Corporation has prepared and maintained cost records as prescribed under Section
148(1) of the Companies Act, 2013 for the Financial Year 2018-19. The Cost Audit Report
for the year 2017-18 has been filed with the Ministry of Corporate Affairs on 14.08.2018
in XBRL Format. The due date for filing the Cost Audit Report was 07.09.2018. The Cost
Auditors for financial year 2017-18 were M/s ABK & Associates, Mumbai and M/s
Bandyopadhyaya Bhaumik & Company, Mumbai.

The same Cost Auditors have been appointed for the year

2018-19. The Cost Auditor shall, within a period of 180 days from the closure of the
financial year, forward the Cost Audit Report and the Corporation is required to file the
Cost Audit Report within 30 days of receipt of the same.

SECRETARIAL AUDITOR

The Board has appointed M/s Dholakia & Associates LLP, Company Secretaries to
conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for
the financial year ended 31st March, 2019 is enclosed as Annexure I to this
Report.

The Secretarial Audit Report does contain an observation that the Company did not have
requisite number of Independent Directors on its Board as required under Regulation 17(1
)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the
period from 01.12.2018 to 31.03.2019.

Explanations by the Board to the above observation in the Secretarial Auditor Report:

Bharat Petroleum Corporation Ltd. is a Government Company under the
Administrative Control of Ministry of Petroleum and Natural Gas. The
nomination/appointment of all categories of Directors are done by Government of India in
accordance with the laid down guidelines of Department of Public Enterprises. Accordingly,
the subject matter of nomination/appointment of adequate number of Independent Directors
falls under the purview of the Government of India. BPCL has from time to time
communicated to the Ministry of Petroleum & Natural Gas with respect to the
requirements of Independent Directors under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

GENERAL

There were no significant or material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.

During the year under review, there were 3 complaints of sexual harassment in respect
of our employees, out of which one complaint pertained to the previous year. The matter
was taken up by the Internal Complaints Committee (ICC), enquiries were conducted by them
and the cases were resolved and closed by the ICC. There are no pending cases.

ACKNOWLEDGEMENTS

The Directors convey their appreciation for the admirable performance of the Company,
which has been made possible due to the sterling efforts of the employees. They have
exhibited time and again their deep commitment and passion for results, which has
propelled the Company to the vaunted position it enjoys today.

The Directors acknowledge the support and guidance received from various Ministries of
the Government of India, particularly the Ministry of Petroleum & Natural Gas, and
from various State Governments that helped BPCL on the path of progress and prosperity.

The unstinting support of all stakeholders, especially customers, business partners and
shareowners, has been the mainstay of BPCL's outstanding performance through the years.

The Directors affirm that they will continue to explore new paths of excellence in
their pursuit of enhancing stakeholder value.